CONDITIONS. The effectiveness of this Business Financing Modification Agreement is conditioned upon payment of the Domestic Facility Fee, EXIM Facility Fee, EXIM Application Fee, and Due Diligence Fee.

“Due Diligence Fee” means a payment of an annual fee equal to $900 due on the date of this Agreement and each anniversary thereof so long as any Advances are outstanding or available hereunder.

Satisfactory Completion of Due Diligence. [[Organization A:Organization]] and the ​ shall have completed their legal, accounting and business due diligence of the ​ and the results thereof shall be satisfactory to [[Organization A:Organization]] and the ​ in their sole and absolute discretion.

Due Diligence; Non-Public Information. ​ shall have the right, from time to time as ​ may reasonably deem appropriate and upon reasonable advance notice to ​, to perform reasonable due diligence on ​ during normal business hours. ​ and its officers and employees shall provide information and reasonably cooperate with ​ in connection with any reasonable request by ​ related to ​'s due diligence of ​. Each party hereto agrees not to disclose any Confidential Information of the other party to any third party and shall not use the Confidential Information for any purpose other than in connection with, or in furtherance of, the transactions contemplated hereby. Each party hereto acknowledges that the Confidential Information shall remain the property of the disclosing party and agrees that it shall take all reasonable measures to protect the secrecy of any Confidential Information disclosed by the other party. ​ confirms that neither it nor any other Person acting on its behalf shall provide ​ or its agents or counsel with any information that constitutes or might constitute material, non-public information, unless a simultaneous public announcement thereof is made by ​ in the manner contemplated by Regulation FD. In the event of a breach of the foregoing covenant by ​ or any Person acting on its behalf (as determined in the reasonable good faith judgment of ​), in addition to any other remedy provided herein or in the other Transaction Documents, ​ shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information without the prior approval by ​; provided ​ shall have first provided notice to ​ that it believes it has received information that constitutes material, non-public information, ​ shall have at least 24 hours to publicly disclose such material, non-public information prior to any such disclosure by ​, and ​ shall have failed to publicly disclose such material, non-public information within such time period. ​ shall not have any liability to ​, any of its Subsidiaries, or any of their respective directors, officers, employees, stockholders or agents, for any such disclosure. ​ understands and confirms that ​ shall be relying on the foregoing covenants in effecting transactions in securities of ​.

Diligence. The Continuing Party will use Commercially Reasonable Efforts to Develop and Commercialize such Reversion Product in the Territory in a timely and effective manner and in compliance in all material respects with Applicable Law and applicable codes of conduct; provided that, for purposes of this Section 3.3(c) only, the definition of “Commercially Reasonable Efforts” will apply to the Reversion Product (in place of Product thereunder) and the clause “in the pharmaceutical industry by a company” will be replaced by “the applicable Continuing Party” and, in addition, the Continuing Party will at all times have the sole discretion to cease permanently to Research, Develop and Commercialize such Reversion Product as provided above.

Diligence. During the Term of this Agreement, Zai Lab shall use Commercially Reasonable Efforts to implement the Development Plan to Develop at least one (1) Product. Without limiting the generality of the foregoing, Zai Lab will use, and will cause its Affiliates, licensees and/or sublicensees to use Commercially Reasonable Efforts to Develop, Manufacture, seek Regulatory Approval and Marketing Authorization for, and following Regulatory Approval or Marketing Authorization to Commercialize FUGAN in China. Zai Lab will also use, and will cause its Affiliates, licensees and/or sublicensees to use, Commercially Reasonable Efforts to assess the feasibility to Develop, Manufacture, seek Regulatory Approval or Marketing Authorization for, and following Regulatory Approval or Marketing Authorization, to Commercialize GRAPE in the Territory and FUGAN in countries and regions other than China, provided that the foregoing shall not be construed as requiring ZAI to conduct any Development program with respect to GRAPE. ​.

Expenses. At the Closing, the Company’s obligation with respect to the transactions contemplated by this Agreement is to reimburse Buyer’ expenses shall be $3,500.00 for Buyer’s legal fees and due diligence fee.

Patriot Act; Certain Additional Due Diligence. Each Lender that is subject to the requirements of the Patriot Act hereby notifies the Loan Parties that pursuant to the requirements of the PATRIOT Act, it is required to obtain, verify and record information that identifies each Loan Party, which information includes the name and address of each Loan Party and other information that will allow such Lender to identify each Loan Party in accordance with the PATRIOT Act.

In addition to the delivery by the Servicer of an annual report pursuant to [Section 7.03(k)(ii)(A)], the Servicer shall also permit each Secured Party, each Agent and the Backup Servicer, upon five (5) Business Days’ prior notice and during regular business hours (provided that from and after the occurrence of any Event of Default, Unmatured Event of Default or Facility Amortization Event, the foregoing notice shall not be required to be given), to periodically, at the discretion of the Secured Parties or the Backup Servicer, as applicable, review the collection and administration of the Receivables by the Servicer and the Subservicers in order to assess compliance by the Servicer and the Subservicers with the Collection Policy and this Agreement and conduct an audit of the Receivables and Receivable Files, including, without limitation, the Electronic Contracts and the Electronic Vault, in conjunction with such a review. Such review may include tours of the facilities of the Servicer and the Subservicers and discussions with their respective managements. If no Event of Default, Unmatured Event of Default or Facility Amortization Event shall have occurred and be continuing, the Secured Parties, the Backup Servicer, each Agent or their respective agents or representatives shall only be entitled to conduct, and the Servicer shall permit them to conduct, three such reviews pursuant to this [Section 7.03(k)] during any 12-month period beginning on the Closing Date and on each anniversary thereof; provided, that if an Event of Default, Unmatured Event of Default or Facility Amortization Event shall have occurred and be continuing, there shall be no limit on the number of

Due Diligence Materials To Be Delivered. To the extent such items presently exist and are in ​’s possession and have not been previously delivered to ​ or ​’s agents, ​ shall deliver to ​ the following (the “Property Information”) on or before the Property Information Delivery Date: